Common use of Representations, Warranties and Agreements of the Corporation Clause in Contracts

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchaser that as of the date hereof and immediately prior to the Closing: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 shares of Class A Common Stock, par value $0.01 per share, of which 2,493,014 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the Banks, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months, the Corporation and each Subsidiary have filed all notices, forms, reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDIC, the Department and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Department and any other applicable foreign or state securities or banking authorities, as the case may be. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directly, or indirectly through any Subsidiary, owns (i) at least 10% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or similar interests; (b) partnership in which the Corporation or any Subsidiary of the Corporation is a general partner; or (c) limited liability company in which the Corporation or any Subsidiary of the Corporation is the manager or the managing member or owns a majority interest. The Corporation owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchaser that as of the date hereof and immediately prior to the Closing: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 of 80,000,000 shares of Class A Common Stock, without stated par value $0.01 per sharevalue, of which 2,493,014 7,684,802 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and (iii) and 10,000,000 shares of preferred stock, without stated par value, of which 8,750 7,000 shares of its Series A Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, Stock are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksBank, SA Holdingsincluding the Bank’s majority-owned subsidiary, Inc. Central Valley Community Insurance Services, LLC, and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”)Trust Subsidiary. Within the preceding twenty-four (24) months, the Corporation and each Subsidiary have filed all notices, forms, reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the SEC, the FDIC, the Department and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Department Department, the SEC and any other applicable foreign or state securities or banking authorities, as the case may be. The Corporation Reports filed with the SEC (the “SEC Documents”), including the Registration Statement, at the time filed or, in the case of any SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing, and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1933 Act, as applicable. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directly, or indirectly through any Subsidiary, owns (i) at least 10% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or similar interests; (b) partnership in which the Corporation or any Subsidiary of the Corporation is a general partner; or (c) limited liability company in which the Corporation or any Subsidiary of the Corporation is the manager or the managing member or owns a majority interest. The Corporation owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the Corporation represents and warrants to, and agrees with the Purchaser that as of the date hereof and immediately prior to the Closing: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 shares of Class A Common Stock, par value $0.01 per share, ·of which 2,493,014 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the Banks, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months, the Corporation and each Subsidiary have filed all notices, forms, reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDIC, the Department and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Department and any other applicable foreign or state securities or banking authorities, as the case may be. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directly, or indirectly through any Subsidiary, owns (i) at least 10% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or similar interests; (b) partnership in which the Corporation or any Subsidiary of the Corporation is a general partner; or (c) limited liability company in which the Corporation or any Subsidiary of the Corporation is the manager or the managing member or owns a majority interest. The Corporation owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the The Corporation represents and warrants to, and agrees with the each Purchaser that as of the date hereof and immediately prior to the Closinghereof: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 of 39,000,000 shares of Class A Common Stock, no par value $0.01 per sharevalue, of which 2,493,014 22,778,374 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 Agreement and 1,000,000 shares of Class B Common Stockpreferred stock, no par value, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksSince December 31, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months2006, the Corporation and each Subsidiary have filed all notices, forms, material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDICSecurities and Exchange Commission (the “SEC”), the Department Office of Thrift Supervision (the “OTS”), the Federal Deposit Insurance Corporation (the “FDIC”) and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” ”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDICOTS, the Department FDIC and any other applicable foreign foreign, federal or state securities or banking authorities, as the case may be. For the purposes . (c) The records, systems, controls, data and information of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directlyand the Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or indirectly through any Subsidiaryphotographic process, owns whether computerized or not) that are under the exclusive ownership and direct control of the Corporation or the Subsidiaries or their accountants (including all means of access thereto and therefrom). The Corporation (i) at least 10% has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Corporation, including the Subsidiaries, is made known to the chief executive officer and the chief financial officer of the outstanding voting capital stock Corporation by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Corporation’s outside auditors and the audit committee of the Corporation’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other outstanding voting shares employees who have a significant role in the Corporation’s internal controls over financial reporting. As of beneficial interestthe date hereof, to the knowledge of the Corporation, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (d) Except as previously disclosed in writing to the Institutional Purchaser, since September 30, 2007, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to September 30, 2007 but which become known on or after September 30, 2007) that is not disclosed in the Disclosure Materials which, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect. (e) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or such Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (f) The Corporation has timely filed all documents required to be filed with the SEC pursuant to Section 13(a) or 15(d) and Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC; (ii) the Corporation’s proxy statement for its 2007 Annual Meeting of Stockholders held on April 26, 2007, as filed with the SEC on March 14, 2007; (iii) the Corporation’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, as filed with the SEC; and (iv) the Corporation’s Current Reports on Form 8-K as filed with the SEC since December 31, 2006 (items (i) through (iv) collectively, the “Disclosure Materials”), which Disclosure Materials include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2005 and 2006, and unaudited interim financial statements of the Corporation for each of its fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, respectively. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (g) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Shares to the Purchasers and, in the case of the Preferred Stock, to the Institutional Purchaser, in the manner contemplated by this Agreement to register the Shares or the Preferred Stock under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. (h) The Corporation and each of the Corporation’s subsidiaries listed on Schedule II hereto (collectively the “Subsidiaries”) (i) have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) at least a majority of the partnership, membership, joint venture are duly qualified to do business and are in good standing as foreign corporations or similar interests; (b) partnership organizations in each jurisdiction in which their respective ownership or lease of property or the Corporation conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or any Subsidiary otherwise, or in the earnings, business affairs or business prospects of the Corporation is and its Subsidiaries (taken as a general partner; whole), or (c) limited liability company in which would not reasonably be expected to materially and adversely affect the Corporation assets or any Subsidiary properties of the Corporation is and its Subsidiaries (taken as a whole), or which would not reasonably be expected to materially and adversely affect the manager Transactions as defined herein (individually or in the managing member aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or owns order relating to any actual or threatened litigation involving the Corporation, any of its Subsidiaries or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a majority interest. The Corporation owns, directly “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or indirectly, all hold their respective properties and to conduct the businesses in which they are currently engaged. (i) All of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are the Corporation have been duly and validly issued authorized and issued, are fully paid, paid and non-assessable and free no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. No person has any preemptive or similar right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Disclosure Materials and similar for the 3,882,831 shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase securitiesany of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound. (j) The Shares have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, and there are no preemptive rights relating to the issuance of the Shares. The shares of Preferred Stock have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefore in the manner contemplated hereunder, will be validly issued, fully paid and non-assessable, and there are no preemptive rights relating to the issuance of the Preferred Stock to be issued to the Institutional Purchaser pursuant to this Agreement. (k) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (l) The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the Preferred Stock in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not violate any of the provisions of the Certificate of Incorporation, including the Certificate of Designations, or By-laws of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act, or required by The Nasdaq Stock Market, and with respect to the Preferred Stock, as required under the DGCL. (m) The audited consolidated financial statements (including the related notes) included or incorporated in the Disclosure Materials present fairly, in all material respects, the financial condition and results of operations of the Corporation and its subsidiaries, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. (n) Except as disclosed in the Disclosure Materials or as previously disclosed to the Institutional Purchaser in writing, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or any of its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or any of its Subsidiaries are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Disclosure Materials, including ordinary routine litigation incidental to the business of the Corporation or any of its Subsidiaries, are, considered in the aggregate, not material to the Corporation and its Subsidiaries. (o) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect. (p) Since December 31, 2006, neither the Corporation nor any Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any Subsidiary. (q) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Shares and Preferred Stock contemplated by this Agreement other than, to the extent set forth in Schedule 4.1(r) to this Agreement, (i) fees payable to Mxxxxx Sxxxxxx & Co. Incorporated (“Mxxxxx Sxxxxxx”) for acting as financial advisor to the Corporation in connection with the Transactions, (ii) fees payable to Kxxxx, Bxxxxxxx & Wxxxx, Inc. (“KBW”) for acting as financial advisor to the Corporation in connection with the Transactions, and (iii) fees payable to Wxxxxxx Xxxxx & Company, L.L.C. (“Bxxxx”) for acting as a financial sub-advisor to the Corporation in connection with the Transaction, each of which will be paid by the Corporation. (r) Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf (excluding Mxxxxx Stanley, Blair, Bxxxx (as defined below), Mesirow (as defined below) and each of its affiliates, as to which no representation is made) has offered the Shares or Preferred Stock or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person through any “general solicitation” or “general advertising” (as such terms are used in Rule 502(c) of the Securities Act). Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf (excluding Mxxxxx Sxxxxxx, Blair, Baird, Mesirow and each of its affiliates, as to which no representation is made) has taken, or will take, any action that would subject the issuance or sale of the Shares or the Preferred Stock to the registration requirements of Section 5 of the Securities Act.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the The Corporation represents and warrants to, and agrees with the each Purchaser that as of the date hereof and immediately prior to the Closinghereof: (a) The authorized capital stock of the Corporation consists of: of (i) 45,000,000 84,000,000 shares of Class A Common Stock, par value $0.01 per shareof which 67,848,996 shares are outstanding as of the date of this Agreement following the issuance of the Firm Securities and the Option Securities in the Public Offering, (ii) 5,000,000 shares of Non-voting Common Stock, of which 2,493,014 1,951,037 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and and (iii) 10,000,000 1,000,000 shares of preferred stock, no par value, of the Corporation of which 8,750 no shares of its Fixed Rate Cumulative Perpetual Series A Series Junior Nonvoting Preferred Stock, Series A, Stock and 438 243,815 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksSince December 31, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months2008, the Corporation and each Subsidiary have filed all notices, forms, material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDICSecurities and Exchange Commission (the “SEC”), the Department Office of Thrift Supervision (the “OTS”), the Federal Deposit Insurance Corporation (the “FDIC”) and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDICOTS, the Department FDIC and any other applicable foreign foreign, federal or state securities or banking authorities, as the case may be. (c) The records, systems, controls, data and information of the Corporation and the Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Corporation or the Subsidiaries or their accountants (including all means of access thereto and therefrom). For The Corporation (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the purposes Exchange Act) to ensure that material information relating to the Corporation, including the Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Corporation by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Corporation’s outside auditors and the audit committee of the Corporation’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls over financial reporting. As of the date hereof, to the knowledge of the Corporation, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (d) Since September 30, 2009, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to September 30, 2009 but which become known on or after September 30, 2009) that is not disclosed in the Exchange Act Reports which, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect. (e) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or such Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (f) The Corporation has timely filed all documents required to be filed with the SEC pursuant to Section 13(a) or 15(d) and Section 14(a) of Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC; (ii) the Corporation’s proxy statement for its 2009 Annual Meeting of Stockholders held on May 28, 2009, as filed with the SEC; (iii) the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, as filed with the SEC; (iv) the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as amended, as filed with the SEC; and (v) the Corporation’s Current Reports on Form 8-K as filed with the SEC since January 1, 2009 (items (i) through (v) collectively, the “Exchange Act Reports”), which Exchange Act Reports include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2007 and 2008, and unaudited interim financial statements of the Corporation for its fiscal quarters ended March 31, 2009 and June 30, 2009. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Exchange Act Reports did not contain and will not contain any untrue statement of material fact or omitted to state and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (g) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Shares to the Purchasers, in the manner contemplated by this Agreement, to register the term Shares under the Securities Act of 1933, as amended (the “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directlySecurities Act”), or indirectly through any Subsidiary, owns state securities laws. (h) The Corporation and each of the Corporation’s subsidiaries listed on Schedule II hereto (collectively the “Subsidiaries”) (i) at least 10% have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business and are in good standing as foreign corporations or organizations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the outstanding voting capital stock Corporation and its Subsidiaries (or other outstanding voting shares of beneficial interesttaken as a whole), or (ii) at least a majority of which would not reasonably be expected to materially and adversely affect the partnership, membership, joint venture assets or similar interests; (b) partnership in which the Corporation or any Subsidiary properties of the Corporation is and its Subsidiaries (taken as a general partnerwhole), or which would not reasonably be expected to materially and adversely affect the Transactions as defined herein (individually or in the aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation, any of its Subsidiaries or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or (c) limited liability company hold their respective properties and to conduct the businesses in which the Corporation or any Subsidiary they are currently engaged. (i) All of the Corporation is the manager or the managing member or owns a majority interest. The Corporation owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are the Corporation have been duly and validly issued authorized and issued, are fully paid, paid and non-assessable and free no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. Except as set forth in the Preemptive Rights Agreement, no person has any preemptive or similar right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Exchange Act Reports and similar for the 5,554,241 shares of Common Stock reserved for issuance under existing awards under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase securitiesany of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound. (j) The Shares to be issued to the Purchasers pursuant to the terms of this Agreement have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated hereunder, will be validly issued, fully paid and non-assessable, and, except as set forth in the Preemptive Rights Agreement, there are no preemptive rights relating to the issuance of the Shares to be issued to the Purchasers pursuant to this Agreement. (k) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The authorization by the Corporation of this Agreement and the transactions contemplated thereby is intended to provide the Purchasers with the relief from Section 16(b) of the Exchange Act provided by Rule 16b-3(d) thereunder, to the extent necessary. (l) The execution, delivery and performance of this Agreement, the issuance and sale of the Shares in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not violate any of the provisions of the Amended and Restated Certificate of Incorporation, as amended, or By-laws of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act or as required under the DGCL. (m) The audited consolidated financial statements (including the related notes) included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 and in the reports filed by the Corporation with the Federal Reserve, present fairly, in all material respects, the financial condition and results of operations of the Corporation and its subsidiaries, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. (n) Except as disclosed in the Exchange Act Reports, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or any of its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or any of its Subsidiaries are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Exchange Act Reports, including ordinary routine litigation incidental to the business of the Corporation or any of its Subsidiaries, are, considered in the aggregate, not material to the Corporation and its Subsidiaries. (o) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect. (p) Since December 31, 2008, neither the Corporation nor any Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any Subsidiary. (q) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Shares contemplated by this Agreement. (r) Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf has offered the Shares to, or solicited any offer to buy the Shares from, or otherwise approached or negotiated in respect thereof with, any person through any “general solicitation” or “general advertising” (as such terms are used in Rule 502(c) of the Securities Act). Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Shares to the registration requirements of Section 5 of the Securities Act. (s) Each of the Preemptive Rights Agreement and that certain Stock Purchase Agreement, dated as of November 26, 2007 (the “November 26, 2007 Purchase Agreement”), and that certain Stock Purchase Agreement, dated as of June 10, 2008 (the “June 10, 2008 Purchase Agreement” and together with the November 26, 2007 Purchase Agreement, the “Prior Purchase Agreements”) among the Corporation, the Purchasers and certain other stockholders of the Corporation identified therein, is in full force and effect and has not been modified. The Corporation is in compliance in all material respects with the terms of the Preemptive Rights Agreement and the Prior Purchase Agreements. The representations and warranties of the Corporation in the Underwriting Agreement are true and correct in all material respects.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the The Corporation represents and warrants to, and agrees with the each Purchaser that as of the date hereof and immediately prior to the Closinghereof: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 of 89,000,000 shares of Class A Common Stock, no par value $0.01 per sharevalue, of which 2,493,014 28,697,921 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 shares of Class B Common Stock, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 Agreement and 1,000,000 shares of preferred stock, no par value, of which 8,750 1,428.074 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, A Stock are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksSince December 31, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months2007, the Corporation and each Subsidiary have filed all notices, forms, material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDICSecurities and Exchange Commission (the “SEC”), the Department Office of Thrift Supervision (the “OTS”), the Federal Deposit Insurance Corporation (the “FDIC”) and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” ”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDICOTS, the Department FDIC and any other applicable foreign foreign, federal or state securities or banking authorities, as the case may be. (c) The records, systems, controls, data and information of the Corporation and the Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Corporation or the Subsidiaries or their accountants (including all means of access thereto and therefrom). For The Corporation (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the purposes Exchange Act) to ensure that material information relating to the Corporation, including the Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Corporation by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Corporation’s outside auditors and the audit committee of the Corporation’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls over financial reporting. As of the date hereof, to the knowledge of the Corporation, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (d) Since March 31, 2008, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to March 31, 2008 but which become known on or after March 31, 2008) that is not disclosed in the Exchange Act Reports which, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect. (e) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or such Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (f) The Corporation has timely filed all documents required to be filed with the SEC pursuant to Section 13(a) or 15(d) and Section 14(a) of Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC; (ii) the Corporation’s proxy statement for its 2008 Annual Meeting of Stockholders held on May 22, 2008, as filed with the SEC; (iii) the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, as amended, as filed with the SEC; and (iv) the Corporation’s Current Reports on Form 8-K as filed with the SEC since January 1, 2008 (items (i) through (iv) collectively, the “Exchange Act Reports”), which Exchange Act Reports include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2006 and 2007, and unaudited interim financial statements of the Corporation for its fiscal quarter ended March 31, 2008. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Exchange Act Reports did not contain and will not contain any untrue statement of material fact or omitted to state and will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (g) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Series A Stock to the Purchasers, in the manner contemplated by this Agreement, to register the term Series A Stock under the Securities Act of 1933, as amended (the “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directlySecurities Act”), or indirectly through any Subsidiary, owns state securities laws. (h) The Corporation and each of the Corporation’s subsidiaries listed on Schedule II hereto (collectively the “Subsidiaries”) (i) at least 10% have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business and are in good standing as foreign corporations or organizations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the outstanding voting capital stock Corporation and its Subsidiaries (or other outstanding voting shares of beneficial interesttaken as a whole), or (ii) at least a majority of which would not reasonably be expected to materially and adversely affect the partnership, membership, joint venture assets or similar interests; (b) partnership in which the Corporation or any Subsidiary properties of the Corporation is and its Subsidiaries (taken as a general partnerwhole), or which would not reasonably be expected to materially and adversely affect the Transactions as defined herein (individually or in the aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation, any of its Subsidiaries or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or (c) limited liability company hold their respective properties and to conduct the businesses in which the Corporation or any Subsidiary they are currently engaged. (i) All of the Corporation is the manager or the managing member or owns a majority interest. The Corporation owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are the Corporation have been duly and validly issued authorized and issued, are fully paid, paid and non-assessable and free no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. Except as set forth in the Preemptive Rights Agreement, no person has any preemptive or similar right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Exchange Act Reports and similar for the 5,524,550 shares of Common Stock reserved for issuance under existing awards under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase securitiesany of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound. (j) The shares of Series A Stock to be issued to the Purchasers pursuant to the terms of this Agreement have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated hereunder, will be validly issued, fully paid and non-assessable, and, except as set forth in the Preemptive Rights Agreement, there are no preemptive rights relating to the issuance of the Series A Stock to be issued to the Purchasers pursuant to this Agreement. (k) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). The authorization by the Corporation of this Agreement and the transactions contemplated thereby is intended to provide the Purchasers with the relief from Section 16(b) of the Exchange Act provided by Rule 16b-3(d) thereunder, to the extent necessary. (l) The execution, delivery and performance of this Agreement, the issuance and sale of the Series A Stock in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not violate any of the provisions of the Certificate of Incorporation, including the Certificate of Designations and the Amendment to the Certificate of Designations, or By-laws of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act or as required under the DGCL. (m) The audited consolidated financial statements (including the related notes) included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007 and in the reports filed by the Corporation with the Federal Reserve, present fairly, in all material respects, the financial condition and results of operations of the Corporation and its subsidiaries, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. (n) Except as disclosed in the Exchange Act Reports, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or any of its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or any of its Subsidiaries are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Exchange Act Reports, including ordinary routine litigation incidental to the business of the Corporation or any of its Subsidiaries, are, considered in the aggregate, not material to the Corporation and its Subsidiaries. (o) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect. (p) Since December 31, 2007, neither the Corporation nor any Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any Subsidiary. (q) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Series A Stock contemplated by this Agreement. (r) Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf has offered the Series A Stock to, or solicited any offer to buy any Series A Stock from, or otherwise approached or negotiated in respect thereof with, any person through any “general solicitation” or “general advertising” (as such terms are used in Rule 502(c) of the Securities Act). Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series A Stock to the registration requirements of Section 5 of the Securities Act. (s) Each of the Preemptive Rights Agreement and that certain Stock Purchase Agreement, dated as of November 26, 2007 (the “November 26, 2007 Purchase Agreement”), among the Corporation, the Purchasers and certain other stockholders of the Corporation identified therein, is in full force and effect and has not been modified. The Corporation is in compliance in all material respects with the terms of the Preemptive Rights Agreement and the November 26, 2007 Purchase Agreement. The representations and warranties of the Corporation in the Underwriting Purchase Agreement are true and correct in all material respects.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the The Corporation represents and warrants to, and agrees with the each Purchaser that as of the date hereof and immediately prior to the Closinghereof: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 of 100,000,000 shares of Class A Common Stock, $1.00 par value $0.01 per sharevalue, of which 2,493,014 31,729,419 shares of Common Stock shares are outstanding as of the date of this Agreement; and (ii) Agreement and 5,000,000 shares of Class B Common Stockpreferred stock, $1.00 par value, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksSince December 31, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months2007, the Corporation and each Subsidiary have filed all notices, forms, material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDICSecurities and Exchange Commission (the “SEC”), the Federal Deposit Insurance Corporation (the “FDIC”), Commissioner of Financial Regulation of the Maryland Department of Labor, Licensing and Regulation (“Commissioner”) and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse EffectEffect (as defined below). All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” ”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Department Commissioner and any other applicable foreign foreign, federal or state securities or banking authorities, as the case may be. (c) Except as previously disclosed in writing to the Purchasers, since December 31, 2007, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to December 31, 2007 but which become known on or after December 31, 2007) that is not disclosed in the Disclosure Materials (as defined below) which, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect. (d) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or such Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (e) The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC; (ii) the Corporation’s proxy statement for its Annual Meeting of Stockholders to be held on April 16, 2008, as filed with the SEC on March 12, 2008; and (iii) the Corporation’s Current Reports on Form 8-K as filed with the SEC since December 31, 2007, pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (items (i) through (iii) collectively, the “Disclosure Materials”), which Disclosure Materials include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2005, 2006 and 2007. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Securities to the Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. (g) The Corporation and the Corporation’s wholly-owned subsidiary, Provident Bank of Maryland (“Provident Bank”) (i) have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business and are in good standing as foreign corporations or organizations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and Provident Bank (taken as a whole), or which would not reasonably be expected to materially and adversely affect the assets or properties of the Corporation and Provident Bank (taken as a whole), or which would not reasonably be expected to materially and adversely affect the Transactions as defined herein (individually or in the aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation, Provident Bank or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are currently engaged. (h) All of the issued shares of capital stock of the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable and no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. No person has any preemptive or similar right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Disclosure Materials and for the 3,287,923 shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase any of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound. (i) The Securities have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof and the Preferred Stock shall be entitled to the rights and preferences set forth in the Articles Supplementary, and there are no preemptive rights relating to the issuance of the Securities. (j) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (k) The execution, delivery and performance of this Agreement, the issuance and sale of the Securities in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not (i) conflict with or constitute a violation of, or default (with the passage of time or the delivery of notice) under, (A) any bond, debenture, note or other evidence of indebtedness, or any agreement, lease, franchise, license, permit, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or their property is bound, where such conflict, violation or default might reasonably be expected to have a Material Adverse Effect, or (B) to the knowledge of the Corporation, any law, administrative regulation, ordinance or judgment, order or decree of any court or governmental agency, arbitration panel or authority binding upon the Corporation or any of its Subsidiaries or any of their property, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (ii) violate any of the provisions of the Articles of Incorporation, as amended, or By-laws, as amended, of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act, or required by The Nasdaq Stock Market, and with respect to the Preferred Stock, as required under the MGCL. (l) The audited consolidated financial statements (including the related notes) included or incorporated in the Disclosure Materials present fairly, in all material respects, the financial condition and results of operations of the Corporation and Provident Bank, at the dates and for the periods indicated, and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. (m) Except as disclosed in the Disclosure Materials or as previously disclosed to the Purchasers, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or Provident Bank, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or Provident Bank are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Disclosure Materials, including ordinary routine litigation incidental to the business of the Corporation or Provident Bank, are, considered in the aggregate, not material to the Corporation and Provident Bank. (n) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect. (o) Except as disclosed in the Disclosure Materials, neither the Corporation nor any Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any Subsidiary. To the knowledge of the Corporation, no executive officer is, or is expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and to the knowledge of the Corporation the continued employment of each such executive officer does not subject the Corporation or any of its subsidiaries to any material liability with respect to any of the foregoing matters. (p) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Securities contemplated by this Agreement other than fees payable to Sandler X’Xxxxx & Partners, L.P. (“Sandler X’Xxxxx”) for acting as financial advisor to the Corporation in connection with the Transactions, which will be paid by the Corporation. The Corporation acknowledges that Sandler X’Xxxxx has acted only as financial advisor to the Corporation in connection with the Transaction and not as a placement agent or underwriter in connection with the Transactions. (q) Except as set forth in the Disclosure Materials, the Corporation does not own or control, directly or indirectly, any Subsidiary other than Provident Bank. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity (a “Person”) of which the Corporation directly, or indirectly through any Subsidiary, owns (i) at least 10% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or similar interests; (b) partnership in which the Corporation or any Subsidiary of the Corporation Company is a general partner; or (c) limited liability company in which the Corporation or any Subsidiary of the Corporation is the manager or the managing member or owns a majority interestmember. The Except for short-term investments, the Corporation owns, directly or indirectly, all does not own any shares of the capital stock or comparable any other equity interests of each Subsidiary free and clear or long-term debt securities of any and all liens, and all the issued and outstanding shares of capital stock corporation or comparable have any equity interest of each Subsidiary are validly issued and are fully paidin any firm, non-assessable and free of preemptive and similar rights to subscribe for partnership, limited liability company, joint venture, association or purchase securitiesother entity except as set forth in the Disclosure Materials.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the The Corporation represents and warrants to, and agrees with the each Purchaser that as of the date hereof and immediately prior to the Closinghereof: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 of 39,000,000 shares of Class A Common Stock, no par value $0.01 per sharevalue, of which 2,493,014 22,778,374 shares are outstanding as of the date of this Agreement; and (ii) 5,000,000 Agreement and 1,000,000 shares of Class B Common Stockpreferred stock, no par value, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksSince December 31, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months2006, the Corporation and each Subsidiary have filed all notices, forms, material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the FDICSecurities and Exchange Commission (the “SEC”), the Department Office of Thrift Supervision (the “OTS”), the Federal Deposit Insurance Corporation (the “FDIC”) and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” ”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDICOTS, the Department FDIC and any other applicable foreign foreign, federal or state securities or banking authorities, as the case may be. For the purposes . (c) The records, systems, controls, data and information of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity of which the Corporation directlyand the Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or indirectly through any Subsidiaryphotographic process, owns whether computerized or not) that are under the exclusive ownership and direct control of the Corporation or the Subsidiaries or their accountants (including all means of access thereto and therefrom). The Corporation (i) at least 10% has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Corporation, including the Subsidiaries, is made known to the chief executive officer and the chief financial officer of the outstanding voting capital stock Corporation by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Corporation’s outside auditors and the audit committee of the Corporation’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other outstanding voting shares employees who have a significant role in the Corporation’s internal controls over financial reporting. As of beneficial interestthe date hereof, to the knowledge of the Corporation, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. (d) Except as previously disclosed in writing to the Institutional Purchaser, since September 30, 2007, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to September 30, 2007 but which become known on or after September 30, 2007) that is not disclosed in the Disclosure Materials which, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect. (e) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or such Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (f) The Corporation has timely filed all documents required to be filed with the SEC pursuant to Section 13(a) or 15(d) and Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC; (ii) the Corporation’s proxy statement for its 2007 Annual Meeting of Stockholders held on April 26, 2007, as filed with the SEC on March 14, 2007; (iii) the Corporation’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, as filed with the SEC; and (iv) the Corporation’s Current Reports on Form 8-K as filed with the SEC since December 31, 2006 (items (i) through (iv) collectively, the “Disclosure Materials”), which Disclosure Materials include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2005 and 2006, and unaudited interim financial statements of the Corporation for each of its fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, respectively. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (g) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Shares to the Purchasers and, in the case of the Preferred Stock, to the Institutional Purchaser, in the manner contemplated by this Agreement to register the Shares or the Preferred Stock under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. (h) The Corporation and each of the Corporation’s subsidiaries listed on Schedule II hereto (collectively the “Subsidiaries”) (i) have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) at least a majority of the partnership, membership, joint venture are duly qualified to do business and are in good standing as foreign corporations or similar interests; (b) partnership organizations in each jurisdiction in which their respective ownership or lease of property or the Corporation conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or any Subsidiary otherwise, or in the earnings, business affairs or business prospects of the Corporation is and its Subsidiaries (taken as a general partner; whole), or (c) limited liability company in which would not reasonably be expected to materially and adversely affect the Corporation assets or any Subsidiary properties of the Corporation is and its Subsidiaries (taken as a whole), or which would not reasonably be expected to materially and adversely affect the manager Transactions as defined herein (individually or in the managing member aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or owns order relating to any actual or threatened litigation involving the Corporation, any of its Subsidiaries or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a majority interest. The Corporation owns, directly “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or indirectly, all hold their respective properties and to conduct the businesses in which they are currently engaged. (i) All of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are the Corporation have been duly and validly issued authorized and issued, are fully paid, paid and non-assessable and free no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. No person has any preemptive or similar right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Disclosure Materials and similar for the 3,882,831 shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase securitiesany of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound. (j) The Shares have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, and there are no preemptive rights relating to the issuance of the Shares. The shares of Preferred Stock have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefore in the manner contemplated hereunder, will be validly issued, fully paid and non-assessable, and there are no preemptive rights relating to the issuance of the Preferred Stock to be issued to the Institutional Purchaser pursuant to this Agreement. (k) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (l) The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the Preferred Stock in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not violate any of the provisions of the Certificate of Incorporation, including the Certificate of Designations, or By-laws of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act, or required by The Nasdaq Stock Market, and with respect to the Preferred Stock, as required under the DGCL. (m) The audited consolidated financial statements (including the related notes) included or incorporated in the Disclosure Materials present fairly, in all material respects, the financial condition and results of operations of the Corporation and its subsidiaries, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. (n) Except as disclosed in the Disclosure Materials or as previously disclosed to the Institutional Purchaser in writing, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or any of its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or any of its Subsidiaries are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Disclosure Materials, including ordinary routine litigation incidental to the business of the Corporation or any of its Subsidiaries, are, considered in the aggregate, not material to the Corporation and its Subsidiaries. (o) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect. (p) Since December 31, 2006, neither the Corporation nor any Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any Subsidiary. (q) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Shares and Preferred Stock contemplated by this Agreement other than, to the extent set forth in Schedule 4.1(r) to this Agreement, (i) fees payable to Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) for acting as financial advisor to the Corporation in connection with the Transactions, (ii) fees payable to Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”) for acting as financial advisor to the Corporation in connection with the Transactions, and (iii) fees payable to Xxxxxxx Xxxxx & Company, L.L.C. (“Xxxxx”) for acting as a financial sub-advisor to the Corporation in connection with the Transaction, each of which will be paid by the Corporation. (r) Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf (excluding Xxxxxx Stanley, Blair, Xxxxx (as defined below), Mesirow (as defined below) and each of its affiliates, as to which no representation is made) has offered the Shares or Preferred Stock or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person through any “general solicitation” or “general advertising” (as such terms are used in Rule 502(c) of the Securities Act). Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf (excluding Xxxxxx Xxxxxxx, Blair, Baird, Mesirow and each of its affiliates, as to which no representation is made) has taken, or will take, any action that would subject the issuance or sale of the Shares or the Preferred Stock to the registration requirements of Section 5 of the Securities Act.

Representations, Warranties and Agreements of the Corporation. Except as otherwise set forth on the Corporation Disclosure Schedule attached hereto, the The Corporation represents and warrants to, and agrees with the each Purchaser that as of the date hereof and immediately prior to the Closinghereof: (a) The authorized capital stock of the Corporation consists of: (i) 45,000,000 of 90,000,000 shares of Class A Common Stock, $1.00 par value $0.01 per sharevalue, of which 2,493,014 22,587,680 shares of Common Stock are outstanding as of the date of this Agreement; and (ii) 5,000,000 Agreement and 10,000,000 shares of Class B Common Stockpreferred stock, $1.00 par value, of which no shares are outstanding as of the date of this Agreement; and (iii) 10,000,000 shares of preferred stock, of which 8,750 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 438 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series B, are outstanding as of the date of this Agreement. (b) The Corporation does not have any “Subsidiaries” (as defined below) other than the BanksSince December 31, SA Holdings, Inc. and Country Park II Residences, L.C. which are wholly owned direct or indirect Subsidiaries of Equity Bank (collectively, the “Bank Subsidiaries”). Within the preceding twenty-four (24) months2007, the Corporation and each Subsidiary have filed all notices, forms, material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDICSecurities and Exchange Commission (the “SEC”), the Department Office of the Comptroller of the Currency (the “OCC”), and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse EffectEffect (as defined below). All such reports and statements filed within the preceding twenty-four (24) months, with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports.” ”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the FDIC, the Department OCC and any other applicable foreign foreign, federal or state securities or banking authorities, as the case may be. (c) Except as previously disclosed in writing to the Purchasers, since December 31, 2007, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to December 31, 2007 but which become known on or after December 31, 2007) that is not disclosed in the Disclosure Materials (as defined below) which, individually or in the aggregate,has had or would reasonably be expected to have a Material Adverse Effect. (d) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or its Subsidiaries, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current. (e) The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC; (ii) the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008; (iii) the Corporation’s proxy statement for its Annual Meeting of Stockholders held on April 15, 2008, as filed with the SEC on March 14, 2008; and (iv) the Corporation’s Current Reports on Form 8-K filed with the SEC since December 31, 2007, pursuant to the reporting requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (items (i) through (iv) collectively, the “Disclosure Materials”), which Disclosure Materials include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2005, 2006 and 2007. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Securities to the Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. (g) The Corporation and the Corporation’s wholly-owned Subsidiaries, (i) have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business and are in good standing as foreign corporations or organizations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its Subsidiaries (taken as a whole), or which would not reasonably be expected to materially and adversely affect the assets or properties of the Corporation and its Subsidiaries (taken as a whole), or which would not reasonably be expected to materially and adversely affect the ability of the Corporation to perform its obligations under the Transaction Documents (individually or in the aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation, its Subsidiaries or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are currently engaged. (h) All of the issued shares of capital stock of the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable and no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. No person has any preemptive or similar statutory or contractual right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Disclosure Materials and for the 2,827,451 shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase any of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound. (i) The Securities have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, and the issuance of the Securities will not obligate the Corporation to issue shares of capital stock to any person. (j) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (k) The execution, delivery and performance of this Agreement, the issuance and sale of the Securities in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not (i) conflict with or constitute a violation of, or default (with the passage of time or the delivery of notice) under, (A) any bond, debenture, note or other evidence of indebtedness, or any agreement, lease, franchise, license, permit, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or their property is bound, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (B) to the knowledge of the Corporation, any law, administrative regulation, ordinance or judgment, order or decree of any court or governmental agency, arbitration panel or authority binding upon the Corporation or any of its Subsidiaries or any of their property, where such conflict, violation or default would reasonably be expected to have a Material Adverse Effect, or (ii) violate any of the provisions of the Charter, as amended, or By-laws, as amended, of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act, or required by The Nasdaq Stock Market. (l) The audited consolidated financial statements (including the related notes) included or incorporated in the Disclosure Materials present fairly, in all material respects, the financial condition and results of operations of the Corporation and its Subsidiaries, at the dates and for the periods indicated, and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. (m) Except as disclosed in the Disclosure Materials or as previously disclosed to the Purchasers, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or its Subsidiaries are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Disclosure Materials, including ordinary routine litigation incidental to the business of the Corporation or its Subsidiaries, are, considered in the aggregate, not material to the Corporation and its Subsidiaries. (n) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect. (o) Except as disclosed in the Disclosure Materials, neither the Corporation nor any subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any subsidiary where such conduct would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Corporation, no executive officer is, or is expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant where such violation would reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Corporation the continued employment of each such executive officer does not subject the Corporation or any of its subsidiaries to any material liability with respect to any of the foregoing matters. (p) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Securities contemplated by this Agreement. (q) Except as set forth in the Disclosure Materials, the Corporation does not own or control, directly or indirectly, any Significant Subsidiary as defined in SEC Regulation S-X. For the purposes of this Agreement, the term “Subsidiary” shall mean any: (a) firm, corporation, partnership, limited liability company, trust or other entity (a “Person”) of which the Corporation directly, or indirectly through any Subsidiary, owns (i) at least 105% of the outstanding voting capital stock (or other outstanding voting shares of beneficial interest), or (ii) at least a majority of the partnership, membership, joint venture or similar interests; (b) partnership in which the Corporation or any Subsidiary of the Corporation Company is a general partner; or (c) limited liability company in which the Corporation or any Subsidiary of the Corporation is the manager or the managing member or owns a majority interestmember. The Except for short-term investments, the Corporation owns, directly or indirectly, all does not own any shares of the capital stock or comparable any other equity interests of each Subsidiary free and clear or long-term debt securities of any and all liens, and all the issued and outstanding shares of capital stock corporation or comparable have any equity interest of each Subsidiary are validly issued and are fully paidin any firm, non-assessable and free of preemptive and similar rights to subscribe for partnership, limited liability company, joint venture, association or purchase securitiesother entity except as set forth in the Disclosure Materials.